-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ua5qhYje8Un6MzaD3WDZBkjqT6QCEiZ7LuvLZQ7tMjhG0CpZnVhxDc2ShciqtbMe PfldoY0MJc58pOvYcjbUBQ== 0000950136-00-000369.txt : 20000315 0000950136-00-000369.hdr.sgml : 20000315 ACCESSION NUMBER: 0000950136-00-000369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000313 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-10280 FILM NUMBER: 568921 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318441004 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- Date of Report (Date of Earliest Event Reported) March 13, 2000 -------------- NORTH FORK BANCORPORATION, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-10458 36-3154608 - ----------------------------- --------------------------- --------------------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 275 Broad Hollow Road Melville, New York 11747 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number, Including Area Code) (516) 844-1004 -------------- ITEM 5. OTHER EVENTS. North Fork Bancorporation, Inc., a Delaware corporation ("North Fork"), announced on March 13, 2000 that ISS, Institutional Shareholder Services, has re-issued a research report on the proposed merger of Dime Bancorp, Inc. ("Dime") and Hudson United Bancorp recommending that Dime shareholders vote against the merger in light of North Fork's superior offer to acquire Dime. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS. (c) Exhibits 99.1 Press Release issued by North Fork Bancorporation, Inc. on March 13, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. Dated: March 13, 2000 NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy -------------------------------------- Name: Daniel M. Healy Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release issued by North Fork Bancorporation, Inc. on March 13, 2000. EX-99.1 2 PRESS RELEASE ISSUED MARCH 13, 2000 EXHIBIT 99.1 CONTACTS: PRESS: INVESTOR: KEKST AND COMPANY NORTH FORK BANCORPORATION Robert Siegfried/Victoria Weld/Jeremy Fielding Dan Healy 212-521-4800 516-844-1258 FOR IMMEDIATE RELEASE --------------------- ISS RESEARCH REPORT RECOMMENDS DIME SHAREHOLDERS VOTE ----------------------------------------------------- AGAINST DIME-HUDSON UNITED MERGER --------------------------------- Melville, New York, March 13, 2000 - North Fork Bancorporation, Inc. (NYSE:NFB) today announced that ISS, Institutional Shareholder Services, the nation's leading investor proxy voting advisory service, has re-issued a research report on the proposed Dime Hudson United merger recommending Dime shareholders vote against the merger in light of North Fork's superior offer to acquire Dime. The ISS report states: "Based on current stock prices, the value of North Fork's proposed offer represents a significant improvement over the consideration Dime shareholders would receive in the merger with Hudson.... "We believe that where a new offer trumps an existing one by such a significant margin, it raises legitimate questions about the sufficiency of the original bid." "...the arrival of a substantially higher bid than implied by the Hudson transaction, even at this late date, should compel the board and shareholders to consider whether there are superior alternatives to merging with Hudson." "...it would be unreasonable to compare the value of North Fork's offer based on its current price to a high Dime price of almost six months ago. A more valid comparison at this point is between North Fork's offer value and that of Hudson. Based on both companies' respective September prices and those of today, North Fork's offer is substantially more generous to Dime shareholders." "In particular, we note that the Hudson transaction was not the product of an exhaustive examination of various potential merger partners or an open solicitation for bids." "In sum, we do not agree with Dime management that the value of [the] North Fork proposal is clearly inferior to what shareholders would realize through a Dime-Hudson merger. North Fork's current offer value is plainly superior...." "As an initial matter, therefore, we conclude that the value reflected by North Fork's offer appears significant enough to warrant postponement of the Hudson transaction. If North Fork...is willing to pay substantially more than the value reflected by the Hudson merger, shareholders would be best served by being given every opportunity to field and consider such bids." John A. Kanas, Chairman, President and Chief Executive Officer of North Fork Bancorporation, said, "The re-issuance of the ISS report validates North Fork's offer and further amplifies the need for Dime's management and Board to recognize their fiduciary responsibility and act accordingly." The entire ISS research report can be viewed at North Fork's website www.northforkbank.com. North Fork now has approximately $16 billion in assets and operates from 154 branch locations throughout the New York Metropolitan area and Connecticut. Investors and security holders are advised to read North Fork's proxy statement with respect to North Fork's solicitation of proxies against the proposed Dime/Hudson United merger, filed with the Securities and Exchange Commission, and North Fork's registration statement with respect to its exchange offer for Dime common stock, when it becomes available, because each of these documents contains, or will contain, important information. Investors and security holders may obtain a free copy of the proxy statement, the exchange offer registration statement (when available) and other documents filed by North Fork with the SEC at the SEC's Internet web site at www.sec.gov. The proxy statement, the exchange offer registration statement (when available) and such other documents may also be obtained free of charge by overnight mail or direct electronic transmission by calling D.F. King &Co., Inc. toll-free at 1-800-755-7250. North Fork, its directors and executive officers and certain other persons may be deemed to be "participants" in North Fork's solicitation of proxies from Dime stockholders. A detailed list of the names, affiliations and interests of the participants in the solicitation is contained in a statement on Schedule 14A filed March 7, 2000 by North Fork with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----